Responsibility
by CountedasZero
Summary: Being responsible is more than just using your powers for good, I know that. But when your memories are a scattered to the wind as mine are and you're not exactly sure who you are, responsibility becomes that much more difficult to understand. Semi-SI, a mash-up of the MCU and the comics. No slash, Older Spider-Man, pairings undecided.
1. Chapter 1: A Whole New You

How do you talk about the day you died? Do you start with How the day was going beforehand? Or maybe some people would prefer to skip it entirely. Then again, most people who been six feet under usually aren't capable of doing so. Pity, guess I'll have to do it my way then.

From the bit and pieces I remember about my previous life I was never what you'd call a particularly brave kid, if fact most would've told you quite the opposite. Me personally? I would've told you I had a healthy fight or flight response, which mostly leaned towards flight. What can I say? When the bullies have back-up you have two choices, learn to kick their asses better than they can kick yours or learn to be much, _much_ , faster than them. Safe to say that I was an expert in the latter.

But I was raised in a good home with a lot or reading material, from the age of three my moral compass was shaped by comic books and whoever the current protagonist was in the book I got my mitts sure, my parents were around, but more often than not I'd be getting lesson in morals from Captain America rather than my father.

Maybe that's where I developed my strong sense of right and wrong. Whenever I saw other people in trouble I couldn't help but go out of my way a little to make their day better. Bullies got you down? I'll sit there and let you vent. Today in particular give you a spectacularly crappy hand. I'll help you blow off some steam . Basically, if you needed a shoulder to cry on or a vent to scream at, I was your guy.

I'd even got into a few fights for some people. What? You thought just because I'd prefer to run means I couldn't handle myself? Rude, I'll have you know I've got six years of kickboxing and a few years of various dabblings in assorted martial arts. I'd just prefer not to end every day with a busted lip or bruised knuckles.

But I suppose that's what got me into this situation in the first place. I was walking home one night, since my truck had finally decided to say enough was enough and give up on me, when I heard someone calling out for help and the sounds of a scuffle. I followed the noise to a back alley, two guys were getting handsy with one of they prettier teachers from my old high school and had covered her mouth to stop her from screaming. Me, being the noble idiot I am, saw fit to rush in and save the day. I rushed the guy closest to me and let fly a controlled haymaker to his chin, he didn't even have time to react before my fist met with his jaw. His head snapped to the left and he fell in a crumpled heap. I stepped over him and wrenched the other thug off, my teacher and he just raised his hands in the air, grinning at me.

"Hey," he said. "When you see tail like that you just have to go for it, you know? Looks like tonight wasn't my night. I'll just pick up my friend and go okay? No need to get violent. You and they bird can go."

I should've been more cautious, more suspicious that he'd let things go that easily. _I should have been better._ But I wasn't. I was just relieved that I didn't have to get in a serious fight, thankful that I'd managed to do something good for someone else, to caught up in my own self-righteousness I guess. So I never saw him pull the gun, I never heard him chamber the round, all I heard was two rounds blast through the night sky, and then I never saw anything in my old world again.

So, where am I writing this from now, I hear you ask? Well it's quite simple. I'm writing this in an entirely _new world_. A world where mortal men stand up to gods in suits of metal, where tortured souls face the literal monsters they lock inside themselves, where good men fight for the common man just because it's the right thing to do. A world filled with marvelous things.

But that's getting ahead of myself, as I am often tend to do. For now, this story began with death, and begins with rebirth. Just… probably not in the way you're expecting.

o-0-o

My mind woke from unconsciousness slowly, like my body was fighting staying in the cold darkness I'd been immersed in for a long time. I knew it'd been a long time, but I couldn't tell you much more than that. The abyss wanted it's secrets to _stay_ secret it seemed.

My body felt like lead, and noise seemed to be muted, even lifting my eyelids open was a challenge I almost wasn't up to facing. It was like my muscles had forgotten how to be used, or hadn't been used at all. After a brief fight with my body I finally managed to raise my eyelids enough to peak through the slits.

I was floating, encased in a tank filled with bright orange liquid, which would explain why everything I heard seemed to be distorted. An oxygen mask was firmly secured over my mouth and nose, so breathing wasn't an issue. Through the liquid I could make out the blurry forms of machines and medical equipment, flashing and whirring, their purposes unknown. I seemed to be in some sort of lab, but I couldn't make heads or tails as to why.

Don't get me wrong, I'm grateful to be back in the land of the living, but I definitely wasn't important enough for something like this, and I know my parents, bless their souls, couldn't have afforded whatever space-age science had been used to save me.

I didn't have time to contemplate it, however, as my ponderings were interrupted by the mutterings of someone inside the lab. I couldn't make out what they were saying, nor could I see them from my current position, but It was reassuring to know that there was at least someone here with me, instead of being all alone trying to process all of this.

I tried to signal them, try to let them know that I was awake in here, but I couldn't My body simply wasn't responding the way I expected it to. So instead of the wave I was going for, all I managed was to twitch my fingers slightly. It was enough apparently, as whoever was behind me made a noise of surprise and then seemed to move around behind my tank with renewed vigor.

Before long I heard the distinct sound of something being depressurised on the other side of the glass. Suddenly the mask supplying me oxygen was ripped from my face and I got a lungful of the orange fluid. I was just about ready to panic when the front of my tank opened with another hiss, and I went careening towards the floor.

Luckily, it seems that the body's sense of self preservation kicked my unruly muscles into gear enough for me to swing my arms high enough to protect my head and I landed with a ungraceful thud. The floor, which I was getting to know on a more personal level than I'd normally prefer, was filled holes to let the orange crap now coating my lungs down through the floor.

I hacked up whatever it was and took my first _real_ deep breath of air and felt my senses kick into overdrive. It was like my brain took in what all my senses were telling me was there and gave me another level of awareness above that of a normal human being. I couldn't _see_ where everything was, but in a way I could _feel_ it.

"Vital signs looking… Nominal." I heard a low voice mutter, and, figuring this must have been the doctor who let me out of the tube I turned to give him my thanks and acknowledgement only to freeze as my mind tried to comprehend what it was seeing.

The creature, for it could not be a man to me, was covered head to toe in green fur, bat-like ears sprouting from the sides of it's skull. It looked at me with a mad gleam in its eye and giggled like a kid on Christmas day.

"Zero percent!" It cackled madly, either ignoring or not noticing my look of confusion as it went on fiddling with his machines, "Clone degradation at zero percent! I thought, what with the slight altering I did to this one's genetic structure that it's be like all the rest, but zero percent! And a nearly perfect clone of the original at that! This day couldn't possibly be better for me!"

Clone? Original? I knew what those words meant, with my love of science-fiction and comics there was almost no chance for me to have _not_ understand them. But I couldn't figure out what that had to do with myself and I wasn't inclined to ask the clearly insane… thing hovering over me. Nor was I able to, as the muscles in my lower face hadn't responded to my actions as of yet.

The creep refocused on his work after getting his laughter under control and went back to mumbling, like a switch had been flipped in it's brain, and moved close enough for me to hear it this time. "The eyes are a different color, blue to the originals brown, and the hair is a bit darker, but at a glance, nay even a hard look it could be the originals kin! The specimen itself seems younger than the original, best estimation by four or five years if forced to speculate, but it will suit my purposes well enough."

As I was trying to process those words the figure walked over to one of his strange machines and pulled out a long syringe from one of it's many containers. The needle was at least twelve inches long, and filled with a strange, clear, viscous liquid.

I tried to move any of my muscles as the thing turned its back on me, to move an arm, a leg, anything other than my eyes, but I couldn't manage more than a twitch from the prospective appendages, I was regaining control but much, _much_ too slowly.

The creature returned to it's giggling as it approached me. "I'd say this was going to hurt, but your not much more than a sack of meat at this stage, so there's really no… _point._ " It said, waving the syringe in my face. If I wasn't so terrified I definitely would've rolled my eyes, appreciative of multiple forms of humor I may be but puns were not one of them.

The creature felt around for what I assumed was a vein on my neck, and it was like that heightened awareness kicked into overdrive to send a blaring warning bell into my skull, I didn't know what was in that syringe but my body was screaming _bad news!_ In the worst way. I tried again, struggling against myself, and slowly felt my arm start to rise. I didn't exactly have a plan, but I had to stop that syringe!

But it was not to be, the creature found the particular vein he was searching for and plunged the syringe in deep, forcing the liquid into my bloodstream. My arm flopped back to the ground as I felt, whatever it just pumped into my start to crawl through my body, starting to circulate towards my brain and heart.

"When you wake up," the thing giggled, "You'll be a whole new you! Right now it's setting up some nice new memories for you." The creature looked down at the syringe and frowned, and began muttering to itself again, the switch flipped once more. "My concoction is a secret only I'm aware of, but I've only used it on blank slates," The thing sighed to itself, "I don't know what it'd do to someone with memories already inside their head." The creature shook itself and went back to cackling happily. "Oh well!" It said jovially, tossing the syringe over its shoulder, " An experiment for another day, perhaps!"

It nimbly leaped over me, grabbing me by the shoulders and started to drag me away humming to itself happily. My vision began to fade in and out, in and out as the substance crawled further into my brain. Unbeknownst to the creature silent tears fell down my face as everything I was slowly began to fade away…

o-0-o

Memories, in and out, flashes of time gone past.

 _Walking through Queens and New York, slipping through alleyways and dodging through crowds like only a New Yorker can._

I never lived in New York, I lived in Seattle! I tried to remind myself, trying to keep the memories of old and new seperated. I just had to hang on, I just had to push through.

 _My fifth birthday party with Aunt May and Uncle Ben where they gave me my own little lab in the basement._

I… I didn't have a lab, did I? No, I couldn't have, my parents couldn't have afforded something like that, no matter how basic. In fact, didn't I flunk chemistry? Focus, have to-

 _Bullies, they seemed to follow me everywhere I went. School, in town, online. There wasn't an escape._

Right, I can't believe how many people will never get tired of giving someone a swirly - Wait, that's not-

 _Breezing through high school, I could start college, but Uncle Ben tells me that I need to develop people skills if I ever want to function in the real world._

I was so mad at him after that conversation…

 _The spider bite._

Uncle Ben…

 _With Great power…_

Must also come great Responsibility.

o-0-o

I don't know how long I stayed that way, it could've been days, weeks even, it seemed endless. When the world came back into focus it didn't matter at that point anyway, my thoughts were ablaze, endlessly fighting over what I knew and didn't know. I could tell you what some math equations did from memory, but I couldn't tell you where I learned them from. I could recommend a few book series that I'm not even sure existed.

I couldn't remember my name, I couldn't remember my parents faces, hell I couldn't tell you what my favourite color was. I knew that I'd managed to save _something_ of myself, otherwise I wouldn't be able to tell anything was wrong. The drug, it seemed, attacked the core memories first, replacing them with new ones. The only thing that kept me from believing them was the memory of my death, and waking up in this new, messed up world.

I pushed my fractured state of mind aside for now, doesn't matter if I'm crazy if I end up dead after all, to observe my new surroundings. The lab had been replaced with an old, rundown, warehouse, and I'd been strapped to a table. Metal constraints half an inch thick covered each of my limbs, with one giant piece over my chest.

"Ah!" my captor said, my head whipping around to see him. "You're awake! Pity, I thought for sure I'd seen you done away with once and for all, insect!" _The Jackal_ my mind supplied me, right The Jackal. He, for I now knew him to be a man under that suit, shook his fist in an exaggerated manner from across the building. "If you ever what to see your precious Gwen alive ever again I suggest you make your way towards Shea stadium at midnight tonight! Don't follow me, or else Ms. Stacy will meet with yet another tragic end! Better not be late bug!" He screeched at me madly.

Gwen? The name brought with it a face, a starry eyed blonde with the most amazing smile I'd ever seen. My heart ached at the thought of her but I couldn't figure out why. The Jackal cackled again at my expression and ran the building, leaving me all alone. I was confused at the change, at why he'd leave me alone before I realized. He thinks that I was the other guy, the… original. He hadn't anticipated someone else already occupying this space.

He seemed pretty confident that I could break free from the bonds holding me, yeah good luck with that me, we'd have to be incredibly, _freakishly_ strong to- _my hand moved up to grab onto a pipe to pull me up from the ledge, only for it to crumple like paper in my hands…_. Oh.

I strained against the shackles securing my wrists and sure enough they flew off as if they'd been made of aluminum. The bar across my chest needing only a little more effort to tear it from its place.

After getting rid of the rest of the restraints, I just sat there for a moment, waiting for The Jackal to come back in and laugh, to say it had all been a test and resume his ungodly experiments on me. But after a few minutes I began to believe that he was truly gone, and I let myself relax, crumpling into a ball and shedding a few tears at what I'd just gone through and lost.

I stayed that way for awhile, letting myself grieve over my forgotten life, before finally putting myself together enough to start noticing things that I'd missed before, particularly things concerning myself. I'd been put into clothes, if you can call them that of red and blue spandex, with black webbing accentuating the red portions of the suit. What really caught my attention, however, was the small spider symbol in the middle of my chest. My mind flickered through seemingly random memories, _long nights of sewing the costume, healing it from the various wounds it'd taken, whatever they may be. Wearing it in front of a mirror, a sense of accomplishment over a job well done._ I shook my head to clear the memories, rubbing the suit in a fond manner, smiling at it, only to frown a few seconds later. I couldn't be sure that those were my memories, not anymore. I only had two memories that I knew were true at this point, best to take everything else with a grain of salt. I wiped at my face tiredly, bemoaning the mess that was my life, only to stop. My face was uncovered, that didn't seem right, wasn't there a-?

I felt around my body, (Hey! I've got pockets!) only to come up empty. Frowning, I looked around from my spot on the ground and sure enough, a few feet away from where I was contained, a red piece of cloth, lying in the dirt. I moved over to it, bringing it up to eye level, just by looking at the back of the thing it was easy to see it was made of the same material, stitched by the same hand. I rubbed my gloved hand across it for a second before flipping it over, only to stop and balk once again.

Two large, white, reflective eyes stared back at me. It somehow managed a level of charm that I didn't think was possible from a stagnate image. I felt my heart well-up in emotion, a feeling of hope and wonder that was so familiar it _ached._ _I_ knew this face, before, I was sure of it. It meant something to me that I couldn't quite put into words anymore. I clutched at the mask like a lifeline, hoping desperately for more to come back, to help me understand. But nothing else came, and looking at the mask only brought back that same feeling.

Sighing, I decided that sitting around here moping wasn't going to accomplish anything, and, like it or not, The Jackal was the only lead I had that might give me some much needed answers. Him, or the Original but even with his memories they were too jumbled at the moment for me to get anything useful like where he lives. I don't even know if I want to meet him, what if he's disgusted by me? What if he's _afraid_ of me? The Original, as screwed up as it was, was the closest thing I had to family in this world, technically, and I desperately needed someone to help me figure this out. But I couldn't face him, not yet.

The Jackal had told me to find him at Shea Stadium at midnight tonight, glancing up at the sunlight coming through the windows I figured I had a few hours to go before I could make my way there. But I wanted out of this building and I wanted out of this suit, familiar it may be, but warm it was not. I picked my sorry self up off of the floor and walked over to the exit the Jackal left through.

Stepping out into the sun was like drawing in a breath of much needed air. The warehouse seemed to be situated on a decrepit wooden dock, and their wasn't a soul in sight. My eyes drifted inland, taking in the outline of what I knew to be New York city. For the most part, it looked the same as I thought it should, which was reassuring, but one building stood out like a sore thumb from the others. The skyscraper stood apart from the rest, from it's modern design to the large terrace that seemed to stick out at the top of it, but what really caught my eye was the name STARK in big bold letters across the sides of the building. My brain constricted, and for just a second I saw the same building, but in disrepair, a single A all that was left from the sign, before reality set back in.

…

Wait, what?


	2. Chapter 2: Gathering Data

**AN: Okay guys, welcome to Responsibility. I'd like to thank everyone for continuing to read and follow along in this adventure. I've got a few things I'd like to say to clear things up for anyone with questions. I plan on making this thing a long, long story. I'll be following the Avengers storyline, adding my own contributions to it with a mix of Spider-Man comics plots to spice things up in the time between the movies. Updates will be fairly frequent, at least I hope so, but as I've never posted any of my writing before we'll just see how it goes. Another thing, no slash, don't have a thing against that type of story, it's just not what I prefer to write, and** **no harems** **, I hate those. I absolutely will not budge on that last one. Last thing is that there will of course be other superhero's popping up throughout the story, such as the X-Men or the Fantastic Four (Who will be younger than their comic counterparts, though they** **will not** **be from the God awful Fox movie). And for those of you that ask, yes, this story was inspired by The Spider, but I won't be taking any of the I'm-just-trying-to-find-my-way's plots, nor will the relationships be the same as that story… Except maybe a thing with Sue Storm, because Sue Storm. Maybe, like I said, undecided. Reviews are always appreciated! If you have any preferences for pairings let me know.**

 **AN 2:I am also aware the Shea Stadium was demolished in 2009 in real life, but, since this is my universe to mess with, Shea Stadium is still standing. Suck it Citi field, guess you'll just have to deal with your shitty parking.**

* * *

…

Wait, what?

I rubbed at my eyes a few times and looked again. The building seemed perfectly fine, at least from this distance, so what was that? A memory? I shook my head, even if it was, it wasn't like there was much I could do about it, as it'd already happened.

Sighing, I started to make my way down the docks, only to stop shortly after. I looked apprehensively down at the mask in my hands, then back towards the New York City skyline. On one hand, I didn't want to put the mask on, it wasn't really mine after all, but on the other hand, I had the face of person who _did_ own this mask, and he was probably wearing this for a reason. I hesitated for a few more moments before shrugging and pulling the mask on. Better to be safe than sorry.

The mask, I was surprised to discover, had a lot more going on inside of it than just some reflective lenses. The mask provided a simple heads up display, showing the date and time in the top right corner if my vision, I squinted at it, only for the the mask to zoom in, magnifying the rooftop of the warehouse. I blinked in surprise, and the magnification faded. I spent a moment playing with this to discover the black outlines of the mask acted like a focus for a camera. Huh, handy.

I jogged down the pier, working out a plan of action. First things first, find some clothes, I have a feeling walking around in this suit is going to get me more attention than I really want right now. Second, find a library, access to the internet is a must right now. Third, look up Gwen Stacy. I need to figure out who this girl is, if I can it might help me figure out the Original's identity. I snorted at that, out of all the memories I did gain, the name of whose face I shared was not one of them. Ironic, since I apparently shared his face.

I ducked into the nearest alleyway once I was on they city streets, losing myself in the maze that made up this metropolis. Every once in awhile I'd have to cross one through one of the streets and let me tell you, waiting for a light to change while your covered from head to toe in spandex is an experience. Most people waiting with me would give me weird looks, but nothing more. Some would stop to take pictures, which made sense, but left me feeling embarrassed, I needed some jeans stat!

After about half an hour of mindless walking I found what I was looking for. In one of the more open back alleys was a clothes donation bin. I sighed in relief, thanking whatever deity that took pity on me and made my way over. The big blue container was the type where you pull the handle, put the clothes in the compartment attached and push it closed again. Usually, the only way to get to the clothes is through a small locked door on the front, but with my increased strength I popped it open with barely a second thought. I felt a moment of guilt for stealing clothes that were supposed to go to the less fortunate, but the I reasoned with myself that I kind of _was_ the less fortunate and I didn't feel that bad anymore.

After a bit of shuffling through I managed to snag a pair of jeans that fit relatively well, a belt, a snug blue hoodie with a spider sprawled across the right shoulder which I thought was pretty appropriate, considering what I'm wearing, and a ratty pair of red converse. The clothes fit over the suit well enough and after I took of the gloves and mask you couldn't even tell it was there.

Content with what I had, I tried to swing the door closed, intent on moving on, but was shocked to find the door had stuck to my had like it was covered in superglue! After shaking it a few times to no avail I stuck my foot on the side of the door to get more leverage only to find that go stuck as well. I was just beginning to panic when both my appendages came free, as if nothing had happened at all. I rubbed my hand in confusion, was this another power? I had to test. Going over to the alley wall I placed my hand on it and pulled it away, nothing out of the norm there. I placed my hand down again but this time I focused on how my hand felt when it stuck on that door. This time I felt the change, it was like there was a thousand microscopic spikes latching on the the wall through my finger pads. After a few times I had it down to instinct and I could switch it without so much as a thought.

I thought back to that memory of the original trying to pull himself up from a ledge. I hadn't thought much of it at the time but what if…? I looked upward towards the rooftops, the walls on both sides were shear without any form of handholds. I placed one hand on the wall, then the other, slightly higher than the first. I hesitated, then pulled myself up, placing my feet along the wall and started to climb. It was easy, almost as easy as walking, my confidence grew as I sped up the wall, nearly laughing to myself at the wonder of it all. I could climb walls!

Halfway up I stopped, then firmly planted my feet on the wall and lifted my hands from the wall. I sat there for a second, testing my balance and strength. It was a weird sensation, gravity trying to enforce its will on me as I crouched vertically along the wall. Slowly, ever so slowly, I extended my legs until I was standing straight, horizontal with the ground below. I tentatively lifted my leg, further testing myself. My muscles didn't so much as tremble. I walked the rest of the way up the wall, cresting the roof with ease. Though I hadn't planned on it, this new power of mine made getting around so much simpler, why walk the streets when you can take the rooftops? Less chance of getting stopped up here anyway.

I hopped the gaps without much thought, the distances nothing with my inhuman strength. I needed answers, and while most couldn't be answered until I got my hands of The Jackal there were a few that could be solved in a more mundane fashion. I needed a library. I followed my instincts, using the innate memories of the Original to guide me where I needed to go. Whoever he was, he knew this city like the back of his hand, small blessings I guess. Fifteen minutes later and I was crawling my way down the side of a smaller library, it looked a little rundown but it'd suit my purposes.

Walking in the library attendants didn't give me so much as a second glance as I made my way over to the computers. They were old, just fast enough to run the internet and an open Word file without slowing down to a snail's pace, not worth even the effort of stealing it, which I suppose was the point. That was fine, I didn't need them for anything strenuous anyway.

I flicked through a few windows until finally settling on a search engine and considered my options before finally deciding to type in 'Gwen Stacy". The first link on the page seemed to be a news article from a paper called "The Daily Bugle", the title read "Girl Dead By Spider-Man's Hands?". Spider-Man, that resonated with me, and I absentmindedly rubbed the spider symbol hidden under my clothing. I shivered at the rest of the title, a sense of dread beginning to well up in me, but forged ahead and clicked the link.

The article read, 'The Bugle is in shock today dear readers. While many of the Big Apple's atrocities can be linked back to the masked menace that is Spider-Man even we thought that the rogue vigilante couldn't stoop so low. Gwen Stacy, 16, daughter of NYPD's Captain Stacy, was declared dead today, many witnesses declaring that they observed Spider-Man holding the poor young girl's corpse as he swung through the city. The NYPD are refusing to comment at this time, as the case is currently under investigation but insider information tells the Bugle that the girl died from having her neck snapped in a violent manner-'

I stopped reading after that, I couldn't read it anymore. My heart beat hard in my chest and I was sweating all over. As the article went on it was like I could see it happen in slow motion. _A bridge, the fall, the desperation as I shot a webline out to grab her, the snap…_ I jumped out of my chair and raced for the bathroom, throwing open an empty stall and voiding my stomach of all its contents. Even after my stomach had purged whatever had been in my gut before hand I continued to dry heave for the next few minutes as my brain flipped between confusion and grief. Logically, I knew I had no actual connection with this girl, that it was Spider-Man who had _actually_ lost someone. I knew that, but my heart _ached_ , and there wasn't anything I could do about it.

He didn't kill her, at least not the way that article portrayed it, he tried to _save_ her, her death was an accident. But what was Gwen doing up on that bridge? Did she climb up there? Did Spider-Man bring her there? I didn't know. What I did know was that whoever she was to Spider-Man before, she was no longer of this world. Which brought me to my next conclusion, which made my blood run cold. If Gwen Stacy is dead, then just who is the Jackal threatening me with? An imposter? An empty threat? No, the Jackal seemed confident that I'd already _seen_ Gwen before that little production he put on, so there must be _some_ truth to his claims.

I pondered this for a bit in the stall for a while before deciding to come back to it later, there were too many unknowns at this point and not enough concrete answers. I tiredly pushed open the stall doors and trudged over to the sinks.

Scooping out some cold water, I rinsed my mouth and washed my face a bit. Wishing I could scrub the memory of Gwen's death from my memories just as easily. When I looked up from the sink, my reflection stared back at me. This was the first time I was getting a clear look at my actual face, so I tried hard to commit it to memory. My hair was a darker brown, but still light enough no one could mistake it for black. My eyes were a ice blue with small grey shards, akin to a crack in a glacier. My lips seemed to be in a constant frown, not shocking given the past few… Hours? Days? I didn't even know. Not that it really mattered I supposed. I looked about 16, maybe 17 if I was pushing it. Surprising, I felt older than that, but that may have just been the results of different memories clashing. I wiped my face off with a paper towel and proceeded back to my computer stall.

Sitting back down I quickly backed out of the article, I'd seen enough thank you. I quickly went over what else I wanted to search before I had to leave. My thoughts briefly flashed back to the building I'd seen and shrugged, might as well settle my morbid curiosity.

Apparently that skyscraper was more interesting that I previously thought. Stark Tower, owned by one Tony Stark AKA Iron Man, was due to be the first building supplied with one hundred percent clean energy thanks to something Stark had made called the ARC Reactor. I read through some of the non-classified specs of the reactor and was shocked to find I could follow along without any problem. Since when did I know anything about reactors? The more I read the more I began to follow along, basically it had to do with some new element that Stark had discovered about half a year ago which he'd named "Starkium" apparently he had tried to call it "Badassium" but the patent office had denied that name.

After a few more random searches I started to realize that while Spider-Man and I had powers beyond the scope of human capability we certainly were not alone. Super soldiers, Giant green rage monsters, and a guy with lightning sprouting from his fingertips all seemed to be the talk of the internet. I checked the time, five minutes to nine. I did a quick check and sure enough, most people were starting to pack up and leave. I quickly looked up the directions for Shea Stadium and printed them out, stuffing them in my sweatshirt pocket for later perusal.

Once outside it was just one quick walk up the side of the building for some much needed privacy. I took the directions I had printed out and sighed, turns out Shea Stadium was on the other side of Manhattan, just my luck. While jumping from building to building saved me some time since I didn't have to deal with traffic, it was going to take me quite awhile to get from one side of the city to the other. I pulled out the mask and gloves , if I was going to get to Shea Stadium in time I couldn't exactly be discreet. As I pulled the items out from my pockets one of the gloves fell to the floor with a distinctly metal _Chink!_

Curious, I picked up the glove off the ground and turned it inside out, surrounding the entire forearm just below the wrist were a row of connected capsules hooked up to a pressure trigger located at the bottom of the palm and a miniscule tube that protruded just above it, the device was small and out of the way enough that I hadn't noticed it when I was wearing them previously. I tugged the glove on and, with the use of middle and ring finger, pressed down on the trigger. A warning from that sixth sense I'd been feeling was the only reason I didn't get a face full of gunk when the stuff fired out from the nozzle. I released the trigger and the line cut off, falling to the ground with a surprisingly heavy thud. Upon further investigation, it seemed to be some kind of elastic rope, but it felt more like a steel cable. My mind flashed back to the memory of Gwen, a… webline, I think I/he called it, and didn't that article say "as he swung through the city"?

…

Oh, this is a terrible idea.

* * *

 **AN: It seems the "Old Parker luck" still affects our hero, even if he doesn't quite realize it yet. I hope you're all enjoying the story so far, I know I'm having fun writing it. I seem to be on a roll with these chapters so far, but that's probably because I already had this part of the story sort of planned out. Ah, well we'll see how it goes.**


	3. Chapter 3: The Man in the Mirror

**AN: It's cool to see such a good response from only a couple of days of posting this story. I don't have much to say this time, I just going to keep on writing until there's a good part to take like a week break, figure out more plot, then continue to write more. Thanks for reading.**

* * *

…

Oh, this is a terrible idea.

I look down from the rooftop to the street below, right now I'm about three stories in the air. Is that enough to kill me with my newfound powers? Could I just land that like there's no problem? As much fun as I was having experimenting, that sounded just a _bit_ out of my comfort zone.

Looking across the way, the building in front of me was about five stories, good, I didn't want to squish myself by making the webline to long. Taking a bit of time, I memorized the directions as best I could and put it in my pocket for later. I pulled off the rest of my clothes and stashed them in a little alcove, away from prying eyes, I'd come back for them later… hopefully.

I hopped up on to the edge of the building, taking care to _not_ look at the street below, and shot my web at my target. The elastic substance latched on with no issue to the building's corner and I pulled the web taunt to make sure it would hold. I was trying really hard not to think too much at this time, I mean, I figured everything else out relatively easily, I could do this no problem. Right?

Ah, screw it.

With that, I lept off, holding my breath, trying not to scream.

I swung down in an arc, rushing past pedestrians and cars, nearly skating on the ground before the web pulled taunt once more, pulling me up into the air. So, here's what I discovered about web-swinging, it's fast, it's incredibly dangerous, and I wouldn't be shocked if I have a few sleepless nights thinking about that first jump. But most of all? It. Was. _Fun_.

I let go of the web, and for a few undisturbed moments I knew what it must feel like to fly. Up there, I let my worries go, no thoughts about clones, the validity of my existence, or giggling lunatics. As I felt gravity take hold once more, I shot another web, this time barely looking as I did so. This was easy, this was great! I never wanted to walk anywhere again!

I let out a whoop, and swung off into the night, my destination, Shea Stadium!

o-0-o

You know, it's surprising how many people don't look up. You'd think in a society where people who can fly and go around punching bad guys in the face would make them check the sky once or twice. But as I was swinging around, only a few actually stopped to look up, most just continuing on with their day. Huh, guess most people are desensitized to this sort of thing now, cool.

I've perched myself about a block away from Shea Stadium, using that nifty zoom feature my mask has. The place looks dead, all the lights are of and I can't make out any movement. This just oozes 'trap', but it's not like I have a lot of options here. Checking the time, it's about ten minutes from midnight. Okay, I've got this. I've totally got this! I just have to go in there, face down a madman, and, if she's even there, save Gwen. Simple.

Yeah, I'm gonna die.

I don't even know why I'm doing this, not really. Sure, I've been telling myself that the Jackal has got the answers I'm looking for, that he'll be able to solve all my problems, but I'm fooling myself. He thought that I was just a sack of meat until he shot me full of Spider-Man's memories. He's not going to be able to tell me why I found my way into this body before that happened, I know that. So why am I still doing this?

 _A old man looks up at me, he's dying. I'm putting pressure on a gunshot wound, but he's losing too much blood, I can't save him…_

I shake my head as the memory strikes me, it's clearer than the others, sharper. I ignore it as best as I possibly can. It's just another of Spider-Man's memories, it's not important.

 _Promise me son…_

I could say I'm doing this for Gwen, and that's partially true, but not completely. I don't even fully know myself, but when the Jackal threatened someone's life, something I had the power to stop? Well, it wasn't even a choice after that. I know what I have to do, even though I'm honestly terrified about the prospect of facing the Jackal. Thank God for this mask, I kind of get why Spider-Man wears it now. Yes, it's to protect the people he cares about, but also so whoever he's facing can't tell what he's thinking. Lucky for me, because I probably don't look very heroic right now.

 _Promise me you'll use this gift of yours the way I raised you to..._

Enough stalling, I've done enough as it is. With five minutes left, I swing onto the field. Shea Stadium is a large baseball field, the stands a gigantic half circle with three levels. Landing directly on the pitcher's mound, I stand there silently waiting. After thirty seconds, nothing. Just as I'm about to move towards the stands, a single spotlight illuminates a section of the field, directly over one of the tunnels for the players to enter the field. Real suttle Jackal.

Taking the hint I slowly make my way down the tunnel, staying alert for even the slightest noise. The tunnel, just like the rest of this place, is pitch dark. I can only make out the outlines of the walls due to the last vestiges of the spotlight outside provide.

 _Not for money, not for fame, promise me that you'll use it for the right reason R-..._

I feel more than see the area open up around me, I stop, waiting for the next sign. I hate being led around like this, playing his game, but I didn't want to risk Gwen getting hurt. Not to mention that I wasn't in any real shape to come up with a plan, I'm barely holding myself together as it is. I'd been moving through today robotically, moving from one task to the next, not giving myself time to process anything, I knew if I did I wouldn't be in any condition to help anyone.

 _Because if you have the power to help someone, then it's your responsibility to do so..._

Reflection time slash mental breakdown later, me. Focus! From the corner of the room another light flickers on, illuminating someone tied up to a chair, a bag over their head. My senses are screaming ' _TRAP!_ ' again, but what if their hurt? God, where is this self sacrificing bullshit coming from!?

 _Promise me…_

Urgh…

I cautiously approach the victim, senses in overdrive to try and pick up the slightest disturbance. The body is slumped over, being held up only by the ropes binding it to the chair, long yellow hair falling from the sack covering the person's head. Gwen? I rush the last few steps pulling the mask from her head. Except it's not her, lifting the sack reveals it to be nothing more than a mannequin with a wig glued to it's head.

Before I can even process this information gas starts pouring from the doll, filling the air around me. I hold my breath and leap away, did I breathe any in? I'm not sure. I turn to run for the exit, only to find that the gate's been shut, a note resting on the center of it. "Night, night Webhead."

I can see more of the gas being pushed through the vents, slowly filling the room with its noxious fumes. I'm starting to feel lightheaded. I rush around the walls of the room, trying to find another exit in the dark. What doors I find are locked tight, I try to bash the open, but with each small breath I take, the more the fumes sap away at my strength. My vision starts to fail, and the last thing I hear is the mad cackling that I'm positive will haunt my nightmares for years to come.

"Forgive me Spider-Man, but for my contest this is quite necessary. Sleep well and when you awake… You'll be a new man!"

o-0-o

"Ugh, I feel like I got hit by a truck."

Same.

I can tell that I'm back outside again, the grass of the outfield that I currently have my face buried into kind of giving it away.

I groggily lift my head, only to see my reflection do the same. We freeze in that moment, studying one another, sizing one another up. I feel a shiver run down my spine, oh hell, this is _him_ , I can tell deep in my gut. The Original, Spider-Man, the man whose face I share.

I think I'm going to be sick.

"Huh? Who the heck are you, and where's the Jackal?"He says to me.

I can't speak, it feels like my throat has sealed itself shut. No matter what I told myself, I was kind of holding out hope that the Jackal was lying, that I really _was_ Spider-Man, but he's here, right in front of me. Oh, God. I'm just a clone. I'm not really real, I'm just an imitation! A fake!

I can see him grow more agitated as I don't answer, his muscles tensing as he rises from the floor. "I don't know what the joke is, but I'm not laughing! Tell me where the Jackal is hiding, and what he's done with Gwen and Ned Leeds or I'll -"

He never gets to finish that sentence, as from the the highest level of the stands the man in question appears with a megaphone in his hand, a spotlight illuminating him. My focus, however, turns to the figure next to him. It's Gwen, sitting there like nothing's wrong, smiling blankly up at the Jackal.

"You'll do nothing my web-spinning friend! In case you hadn't guessed Spider-Man, Gwen wasn't the only clone I made!" He takes a moment to cackle, the megaphone giving it a tinny quality as we both stare up at the madman.

"I also made a clone of you, bug! That injection I gave you a few days ago removed some of your RNA, your memory cells! Both you and your clone believe yourselves to be real!"

Don't bet on it.

"But only one of you is!" The Jackal finishes, flourishing his hand at the two of us.

I can feel Spider-Man eye me from his peripheral vision. What's he thinking, I wonder. Are the same thoughts swirling through his head? Ones that I've been wrestling with for the past few hours? He doesn't have to worry, I know which one of us is the fake.

"And only _he_ will be able to free Ned Leeds before Mister Leeds explodes!" With that, another spotlight flickers to life. There, strung up by his hands, is the man I assume to be Ned Leeds, and above him a bomb with a timer slowly ticking down.

"The bomb's defusing mechanism is sensitive only to the real Spider-Man, you see, and the bomb's set to go off at exactly one fifteen!" He giggled. "I'll leave you to decide which is which. But if you get it wrong, well… it'll make for an _explosive_ evening, at least."

The spotlight shining on the Jackal winked out. Leaving me alone with on very agitated webhead. I couldn't care less, why should I? It's not like it matters what happens either way whether Ned lives or dies to me. Even if I was someone else before all this the Jackal all but erased him from existence. Why should I care?

 _If you have the power… It's your responsibility…_

I flinch at the memory, I know it's not mine, but I can't help but look back at that old man, as the life fades from his eyes.

" _Promise me Reilly._ "

Reilly?

Somewhere in my soul a fractured piece repairs itself. Calling me back from the despair I was falling into.

" _You have this amazing gift, the ability to tell right from wrong, to empathize with people in a way I've never seen in all my years."_

I know that name.

" _Promise me son, that you'll use it the way I raised you to, because if you have the power to do to help someone, it's your responsibility to do so. Isn't that what you always like to say?"_

It's mine.

" _Promise me Reilly."_

"I promise."

I snap my gaze up to Spider-Man, no, Peter, as he raises his fists and starts moving towards me. "Look pal, I know who I am, so how's about we settle this quickly and I go disarm that bomb hanging over my friends head, what do you say?"

I take of my mask, revealing my face to him. He staggers back in surprise, heh, guess he didn't really expect to see his own face staring back at him.

"I know I'm the clone Peter. You get Ned, I've got a date with a certain masked maniac, he missed a very important appointment with my foot, it needs to be inserted as far as I can put it up his ass as soon as possible."

He stood there, staring blankly for a few seconds, before he said. "You have issues."

"Like you wouldn't believe. Now go save your friend, we'll chat later."

With that, we launch into action. Spider-Man off to Save Ned, and I swing off to find me a maniac.

"Curses! All my plans! Ruined!" He hasn't even moved from where he was grandstanding before, he's just sitting there shaking his fist at me. Idiot.

"Sorry to disappoint you, to make up for it, I've secured you a permanent vacation spot in prison! It's got a lovely view of cell block D, three square meals a day, and a low chance of getting shanked! No no, don't thank me, I can tell by the look on your face that you love it."

The Jackal growls at me, then launches himself my way. An hour ago, I would've felt threatened. Now? I could run laps around this guy. I dodge out of the way of his first swing, snapping my leg up at the same time, it hits him dead center in his solar plexus. I hear the breath leave his lungs, and he staggers past me. I keep the pressure up, hitting him with combos and devastating kicks, dodging or flowing out of the way of his own strikes.

"You know, it's gotta be embarrassing to be beaten up by your own creation. I mean, I'd feel embarrassed, your probably used to to the feeling, seeing as you cosplay as the Grinch all the time, tell me was stealing from Cindy-Lou-Who _really_ necessary?"

"Shut up!" He hisses back."You insufferable insect! I created you! Your not even a real human being! Your just an imitation! A puppet to follow my bidding!."

"Oooh, did I strike a nerve? I thought you'd be more forgiving, what with your heart growing three sizes and all."

The Jackal is practically frothing at the mouth now, his rage coming through with every swing he takes at me, his rage making him sloppy. I keep moving, using my superior agility to duck and weave his strikes, waiting for an opportunity.

"You know, I think they were lying in that movie, you're not filled with Christmas spirit at all!"

"Just die already!" He screams, throwing all his power behind a desperate haymaker, leaving him wide open.

There.

With a practiced motion, I crouch low under his guard and cock my left fist back, the Jackal's eyes widen as he realizes his mistake, but it's too late. Pushing power into my legs, I shoot up off the ground, my fist rocketing up to meet his face. It connects, and he's sent sprawling across the ground.

"I always liked Horton more anyway."

I go and check him over, oh good, a pulse, I wasn't too sure how much power I was putting in that punch. Looks like I just knocked him unconscious, just as well, I don't think Spider-Man would've appreciated him dying. I wrap him in webbing to make sure he won't be going anywhere, and contemplate adding a bow for the cops. People appreciate gifts more when they're wrapped, right?

"P-Peter?"

I start at the voice, and whip around to view the source. I had almost forgotten she was here. Gwen Stacy blinks blearily at me, seemingly coming out of whatever trance the Jackal had put her under.

"Ah, not quite Ms. Stacy. I'm more of a knockoff brand. But he should be here any moment."

She rubs her eyes, then suddenly becomes more alert. "I was under his control, the Jackal, he's Professor Warren! He killed Anthony Serba!"

Names and faces force their way into clarity, but I brush past them. There not important right now. "It's all right Ms. Stacy, he can't hurt anyone anymore, he's going away for a long, long time. Peter and I'll make sure of it."

"Couldn't have said it better myself. Actually, how does that work with you being a clone, since you're technically me? Can I take credit for heroic statements? Fifty percent at least."

We both turn to see the man in question swing into the stands, Ned Leeds in hand. He and I stare at each other for a few moments before he turns to Gwen.

"Gwen, Ned is unharmed but he's going to be out for awhile. Can I trust you to wait here for a minute while I go alert the proper authorities? Got to make sure the cops have a nice warm cell waiting for the professor when I swing by." She nods, and Peter looks back at me.

"Go, I still be here when you get back."

He weighs my words a bit, trying to get a read on me, before snorting and shaking his head. "This is a weird day, not top five weird but definitely top ten."

With that, he swings off to find a phone. Hopefully it takes him a minute, I'm not looking forward to this conversation.

We sit in Gwen and I sit in silence for awhile. Both unsure of what to say. I'm not the person she really wants to talk to, and I don't have any real relationship with her, just memories.

"Are you really a clone?" She asks curiously.

"Why do ask?"

"I know Peter, he can't sit in silence like we were just now, he hates it, always used to do something to keep it at bay. Whistle, hum, tap his foot. But your just… sitting there."

I blink in surprise, of course Gwen would notice the differences between me and Peter, kind of wish I'd put the mask back on now.

"Kind of?" I finally reply. "It's a bit more complicated than that, but yes, I am a clone of Peter and have his memories. Well, for the most part."

She wrinkled her nose cutely, "When is it never _not_ complicated for you Parkers? 'It's complicated,' is practically your guy's motto."

I chuckled ruefully, "I'm not a Parker though, not really."

"Oh?" She raised her eyebrow at me. "Why not?"

"Do you really even have to ask that question?"

"Don't rule it out so quickly, you may not be _exactly_ like Peter, but there are more similarities between you two than you might think."

"Don't take this the wrong way Gwen, but that's really the last thing I want to here."

"Not like that." She shook her head. "You have that same spark in your eye, that will to keep fighting, that's not something you can just have transferred into somebody, it comes from somewhere deeper than your memories." She placed a hand over my heart and smiled up at me.

"You've got it, just like he does."

I felt my eyes water as I placed my hand over hers, "Thanks, that means more than I think you realize. I needed to hear that from someone other than myself, I think."

She scooted back into her seat and smirked, "Well, that another thing you've got in common with Peter than, he always needs someone to stop him from brooding every now and again."

After that we talked about meaningless things, comparing notes with a few of Peter's clearer memories and her own recollections. It was… nice. Nice to talk to someone who could kind of understand what I was going through, we didn't say anything about her own situation, and she seemed content to keep it that way.

Soon we could hear the sirens in the distance, and I knew my time with Gwen was almost up.

I sighed and pulled my mask on. Getting up from my seat as cops started to pour into the stadium. I held out my hand to Gwen, pulling her up from her own seat as she took it, then grabbing Ned with my other arm, and launching myself into the night. The cops would find The Jackal without issue, I'd webbed him up at the top of the stairs. Hopefully, it was the last time I'd ever see the bastard.

I swung us onto the rooftop I'd been watching the stadium from a few hours ago. Gently laying Ned on the ground and letting Gwen drop from her position on my back. I was just about to tell Gwen to get Ned somewhere safe when I felt his presence behind me, that sixth sense making me aware of him.

I turned around to face Peter Parker, The Amazing Spider-Man, as he pulled off his mask and stared down at me.

"So," He said. "Let's talk."

* * *

 **AN: Another chapter down, hopefully I'm keeping you guys interested. Reilly is finally starting to process his situation, but he's far from coming to terms with it. Still, progress has been made. Over the first two chapters Reilly has been very robotic after his breakdown, choosing to focus on the here and now, and I tried to portray that as much as I could through my writing. As time goes on the tone and style of writing will shift as he becomes more sure of his place in this world. For the comics fans out there, yes, Reilly's name is an homage to Ben Reilly, the original (and best looking) Scarlet Spider. Reviews are always appreciated! Thanks for reading.**


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